UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 5, 2019

 

 

NiSource Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-16189   35-2108964

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

801 East 86th Avenue

Merrillville, Indiana

  46410
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (877)  647-5990

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbol(s)

 

Name of Each Exchange on

Which Registered

Common Stock, par value $0.01 per share   NI   New York Stock Exchange
Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership interest in a share of Series B-1 Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per share   NI PR B   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2019, the Board of Directors of NiSource Inc. (“NiSource”) appointed Deborah A. P. Hersman as a director of NiSource, effective immediately. The Board also appointed Ms. Hersman to the Environmental, Safety and Sustainability Committee.

There is no arrangement or understanding between Ms. Hersman and any other person pursuant to which she was selected as a director of NiSource. Ms. Hersman does not have any direct or indirect material interest in any transaction or proposed transaction involving NiSource required to be reported under Item 404(a) of Regulation S-K.

Consistent with NiSource’s compensation practices for non-employee directors, Ms. Hersman will receive an annualized retainer of $235,000, consisting of $97,500 in cash and an award of restricted stock units valued at $137,500 at the time of the award.

On June 6, 2019, NiSource issued a press release announcing the appointment of Ms. Hersman as a director of NiSource. A copy of that press release is filed as an exhibit to this report and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
No. 		  

Description

99.1    Press Release issued on June 6, 2019 by NiSource Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NISOURCE INC.
Date: June 6, 2019     By:  

/s/ Carrie J. Hightman

      Carrie J. Hightman
      Executive Vice President and Chief Legal Officer

Exhibit 99.1

 

 

LOGO

 

LOGO

June 6, 2019

FOR ADDITIONAL INFORMATION

 

Media

Ken Stammen

Corporate Media Relations

(614) 460-5544

kstammen@nisource.com

  

Investors

Randy Hulen

VP, Investor Relations & Treasurer

(219) 647-5688

rghulen@nisource.com

  

Sara Macioch

Manager, Investor Relations

(614) 460-4789

smacioch@nisource.com

Deborah Hersman, Safety Expert and Former NTSB Chair, Joins NiSource Board of Directors

MERRILLVILLE, Ind . – NiSource Inc. (NYSE: NI) today announced that its Board of Directors appointed Deborah Hersman to the board.

Hersman is an experienced safety executive, having served as Chairman of the National Transportation Safety Board (NTSB) and CEO of the National Safety Council and, since January, as Chief Safety Officer at Waymo LLC, the self-driving car technology subsidiary of Alphabet Inc.

“Deborah is a widely respected safety expert who has spent her career successfully promoting public safety and saving lives,” said NiSource Chairman Kevin T. Kabat. “Given that safety is our top priority at NiSource and we are implementing a number of new pipeline safety initiatives, her insights and strong experience will be of great value to the board and senior management. I am delighted to have Deborah join our board.”

Hersman’s appointment to the NiSource board is effective today. She will serve on the board’s Environmental Safety & Sustainability Committee.

“I am excited to join the board at NiSource, a company that is committed to going above and beyond when it comes to the safety of its customers, employees, and the general public,” Hersman said. “The company has made many safety enhancements, and I’m looking forward to working with my colleagues on the board to help oversee these important initiatives.”

Extensive Safety Background

Since January 2019, Hersman has served as Chief Safety Officer at Waymo. In this role she is responsible for field and systems safety across the company’s extensive testing and development programs.

Prior to joining Waymo, Hersman served from 2014 to 2019 as president and CEO of the National Safety Council, a 100-year-old nonprofit organization with 15,000 member companies focused on eliminating preventable deaths at work, in homes and on the road. She led more than $12 million in new advocacy campaigns addressing the leading causes of preventable deaths.

Hersman spent 10 years at the NTSB, an independent federal agency charged with determining the probable cause of transportation accidents and promoting transportation safety in the aviation, highway, marine, pipeline and railroad sectors. She was appointed an NTSB member by President George W. Bush in 2004, and appointed chairman by President Barack Obama in 2009, serving in that role until 2014. As chief executive of the agency, she led a staff of 400 and an annual budget of approximately $100 million.

From 1999 to 2004, she served in a professional staff role for the U.S. Senate Commerce, Science and Transportation Committee. There she played a key role in establishing a new modal administration focused on bus and truck safety. She also was a key driver of the Pipeline Safety Improvement Act of 2002, the Transportation Equity Act of the 21 st Century and the Amtrak Reform and Accountability Act.

She holds a bachelor’s degree in international studies and political science from Virginia Tech and a master’s degree in conflict analysis and resolution from George Mason University.

About NiSource

NiSource Inc. (NYSE: NI) is one of the largest fully-regulated utility companies in the United States, serving approximately 3.5 million natural gas customers and 500,000 electric customers across seven states through its local Columbia Gas and NIPSCO brands. Based in Merrillville, Indiana, NiSource’s approximately 8,100 employees are focused on safely delivering reliable and affordable energy to our customers and communities we serve. NiSource is a member of the Dow Jones Sustainability - North America Index and the Bloomberg Gender Equality Index and has been named by Forbes magazine among America’s Best Large Employers since 2016. Additional information about NiSource, its investments in modern infrastructure and systems, its commitments and its local brands can be found at www.nisource.com . Follow us at www.facebook.com/nisource , www.linkedin.com/company/nisource or www.twitter.com/nisourceinc . NI-F

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